MOBIX LABS stockholders will vote on October 2, 2026, on a reverse split ranging from 1:2 to 1:20, an expanded Equity plan, and two issuance proposals. The decisions matter because they could authorize changes to Class A shares, expand equity awards and permit specified issuances tied to Kips and Leviston.

Key Highlights

  • The 2023 Equity Incentive Plan amendment would raise authorized issuance from 500,000 shares to 5,000,000.
  • Kips would be eligible for up to 11,000,000 Class A common shares under the proposed issuance approval.
  • Leviston’s financing included $2,475,000 in net proceeds after a $25,000 deduction for legal fees.

MOBIX LABS, INC. (NASDAQ: MOBX) will ask stockholders to vote on October 2, 2026, on a reverse split of its Class A Common Stock at a ratio ranging from 1:2 to 1:20. The special meeting also covers an amendment to the 2023 Equity Incentive Plan, approval for shares connected to Kips, and approval for shares connected to Leviston. The meeting will take place online through a live audio webcast, with no in-person attendance.

The reverse split proposal would amend Mobix Labs’ charter to combine outstanding Class A common shares at a ratio selected by the Board within the 1:2 to 1:20 range. The Board would decide the exact ratio and whether to implement the transaction. The equity plan proposal would increase the total number of common shares authorized for issuance under the 2023 Equity Incentive Plan from 500,000 to 5,000,000. It would also raise the maximum number of shares issuable through Incentive Stock Options under the plan from 500,000 to 5,000,000. Stockholders will also vote on the Kips Issuance Proposal under Nasdaq Listing Rule 5635(d). The Leviston Issuance Proposal covers Class A common shares associated with convertible notes and additional notes issued under the financing arrangements with Leviston.

Kips Preferred Stock Terms

Kips entered into its purchase agreement with Mobix Labs on May 19, 2026. The agreement was amended on June 18, 2026, and August 28, 2026. The initial transaction involved 2,000 Preferred Shares sold for $2,000,000 ($2.0 million). Those shares carried a stated value of $1,200 per share and an aggregate stated value of $2,400,000 ($2.4 million). The August amendment added 1,000 preferred shares for $1,000,000 ($1.0 million). Those shares had the same $1,200 per-share stated value and an aggregate stated value of $1,200,000 ($1.2 million). The amendment also added a Warrant for up to 6,000 preferred shares on substantially the same terms. After the amendment, Kips agreed to purchase an aggregate of 3,000 preferred shares for $3,000,000 ($3.0 million), with an aggregate stated value of $3,600,000 ($3.6 million). Its warrants cover up to an aggregate of 12,000 additional preferred shares, with an exercise price of up to $12,000,000 ($12.0 million) and an aggregate stated value of $14,400,000 ($14.4 million). If all warrants are exercised, Kips’ aggregate cash purchase price for the preferred shares would be $15,000,000 ($15.0 million), while their aggregate stated value would be $18,000,000 ($18.0 million). The Series A designation allows up to 20,000 shares, and each preferred share has a stated value of $1,200 per share and cumulative dividends at a rate of 10% per annum. The proposed Kips approval caps the related Class A share issuance at 11,000,000 shares. A decline in the Class A stock price cannot increase that maximum, and Mobix Labs would return to stockholders for approval before issuing shares to Kips above the cap.

Leviston Financing Vote

Mobix Labs entered into the original Leviston purchase agreement on March 31, 2026, for a senior secured convertible note with a principal amount of $3,000,000 ($3.0 million). Leviston funded $2,500,000 ($2.5 million), reflecting an original issue discount of $500,000 ($0.5 million), or approximately 16.67%. Net proceeds to Mobix Labs were $2,475,000 ($2.48 million) after $25,000 was withheld for Leviston’s legal fees. On May 13, 2026, Leviston advanced an additional $833,333, increasing the total funded amount under the convertible note to $3,333,333 ($3.33 million). On May 18, 2026, Mobix Labs satisfied $4 million of outstanding principal and accrued interest through conversion into 2,500,000 shares of Class A Common Stock. Under an Investor Rights Agreement, Leviston also held the right, but not the obligation, to require additional notes with an aggregate principal amount of up to $4,000,000 ($4.0 million). The Leviston proposal asks stockholders to approve the Class A share issuances connected to those financing arrangements.